"It's weird to be directed by someone that could be your son. Maybe even your
grandson,"
teases Fonda. "And yet! He commanded respect without even trying. Bill is a
wonderful director. I
mean we were all worried because he never directed before. There's four movie
stars and it's a
comedy and that's always harder so you know it's a complicated assignment. He
was just fabulous,
comfortable in the skin of being a director and we all enjoyed working with him
and felt very
confident in him. I totally gave myself over."

To work with a legend of a storied Hollywood family can be a bit intimidating
for a first time
director. That goes for his co-producer Simms and Production Designer Rachel
O'Toole
"Jane didn't feel her room reflected her character," he recalls. That room is in
the luxury
resort hotel Vivian owns. Those scenes were shot in the exquisite 5-star Montage
in Beverly Hills.
"She had a really strong vision for what that environment would be. It is a
beautiful hotel but didn't
have the furniture reflective of who she thought her character was. We were
really hamstrung
budget-wise. We knew full well we weren't delivering what we had talked about.
When asked, she
said it was not the room she thought Vivian would live in. "That hit me hard,"
he remembers. "I
was like, 'oh God. that's the one thing I didn't want to do.' I have these
incredible Oscar-winning
actors showing up and we're disappointing them before we even start." That's
when Simms proved
the production did have a few superheroes onboard.

"What happened next was a testament to Erin's scrappiness and Rachel's desire to
deliver on
the promise of a vision," Holderman notes. Within 30 minutes of realizing their
star's
disappointment, the two were headed down the street. "They go into Mitchell &
Gold, which Rachel
knew about and had looked at their furniture before. They talk the manager into
letting them run
production assistants down with dollies and literally move the furniture right
off their showroom
floor on a Tuesday when they're open for business. An hour later, that Montage
room gets
completely renovated and becomes representative of what Vivian, Jane's character
would want. Jane
was so happy. Erin and Rachel pulled off a little miracle. And it immediately
made Jane feel we're
going to be okay."

Holderman learned something valuable about Fonda's process. "Jane sent me one of
the
longest emails I got on the production. It was a breakdown of her character's
backstory, and it was
incredible and thorough and deep; It talked about who her character's parents
were, how she ended
up running and living in her hotel. The depth of her research and work on a
character, she's been
doing this for so long it's got to be automatic. She takes it so seriously, the
level of detail, figuring
out who her character was; it was shockingly special.

"Vivian is struggling with something that I think happens to people at all ages,
which is
vulnerability and building up walls around yourself to protect yourself from all
potential
disappointments that life can bring about. She's hidden behind her success.
She's hidden her fear of
intimacy by being so open with physical affection. Sex? Yes. Love? Never. She
has to overcome that
ability to be vulnerable with someone and believe they are worthy of that
vulnerability." That
someone is Arthur Riley played Don Johnson, a man Vivian fell in love with 40
years ago.

"This movie is about friendship, sex, aging and the importance of a woman being
able to
decide from a fully authentic place when she's ready to give up hope for a
relationship, hope for
sensuality, hope for a love affair," says Fonda. "It's not meant to make people
who are older and not
having sex feel bad about it. Nobody has to keep on being sexual later in life.
It should be up to us
to make the decision. Too often our culture assumes that at a certain point you
stop having sex.
That's why children are so shocked when they find out that their parents are, in
fact, continuing to
be sexually active. One of my favorite things in the movie is how Diane Keaton's
character's
children treat her, like this old person who needs to be in a retirement
situation when, in fact, she's
head over heels in lust with this pilot. It's that schism between what's really
happening and what
society and children think is probably going on because you're not 40 anymore.
Look, I'm 80 and I
know from my own personal life that it's only over when you decide it's going to
be over. What that
'it' is, can be anything. It doesn't necessarily have to be relationships with a
man. It can be staying
curious, staying inspired, staying involved with life and trying to make a
difference. It should all be
up to us.

"In the movie, my character is concerned because I'm afraid that my friends have
given up
when they're not really ready to give up," she explains. "So my role is to kind
of get them thinking
about things that they haven't thought about in a long time. The irony is my
character is damaged
goods, for various reasons that are not part of the movie. It is what went on in
her early life, which
is what affects all of us and makes us do the things we do when we get older.
She is still sexually
active but only in the afternoon and never with someone she cares about. If
somebody actually
engages her on an emotional level, she freaks out and flees. My girlfriends do
what girlfriends are
supposed to do: they nail me, they call me on my weaknesses."

Fonda describes Vivian as a troublemaker, the one always stirring the pot.
"She's bold but
not totally honest with herself. The rule of our book club is to bring in a
bestseller that's been made
into a movie. I want to get my girlfriends thinking about sex which none of them
have thought
about in a long time, so I bring in Fifty Shades of Grey to titillate them. She
knows they are going to
start reading and get turned on. The book isn't a big eye opener for her - I
mean she has a lot of sex
at her hotel, very restricted, only in the afternoon and especially with men in
uniform. But she
knows what reading that book will be for the other women. It's just fun for her
to scandalize them a
little bit. To get them thinking."

But there's far more to the subject than the emotionally detached Vivian cares
to confront.
"Vivian is very afraid of being out of control," says Fonda. "She lives in the
hotel she owns. When
you do that, it's like everything you want from the food you eat to the people
who carry your
luggage, everything is pre-decided. No surprises. Then this man shows up who she
was once in love
with and turned down because of an early experience in life - if you love
someone, they will leave
you and then you'll really be hurt and vulnerable." When Arthur shows up at the
hotel "it totally
throws her and she pushes him away."

It is Vivian's friends who turn her head around. "In the last act of my life, I
really don't think
there's anything as important as my female friends," notes Fonda. "They put
starch in my backbone.
They inspire me. They make me better. They make me laugh."
That includes her newfound friends - her co-stars on Book Club.

"We're all older. I'm the oldest, the mama bear. None of us are ingenues anymore
and we're
all cognizant of that, aware of the importance of friendship now. In our younger
days, speaking for
myself, I would make a movie with someone and we'd be friends. Then the movie
would be over
and they would move on. But with this film, all of us are intentional about
staying in touch. We
want to foster a relationship between the four of us. I have never worked with
any of these women
before. I've known Candy superficially since she was 17-years-old. My boyfriend
at the time said, 'I
want you to meet the most beautiful girl I have ever seen,' and he took me to
her house. And she
was on a ladder and it concerned me that he wanted me to see her. But maybe he
wanted to date her
and he thought that if she saw him with me, it would kind of cement the deal. I
sort of passed out
when I saw her because she was so beautiful and smart and funny. Diane, I've
only watched from
afar with tremendous admiration and interest. She's such an unusual person. You
can tell by the way
she dresses, that's just the outward manifestation. I've made a point of reading
all her books to my
great joy and pleasure and enlightenment. Mary, to me, is like the perfect human
being. Her heart is
as big as a soundstage, so generous and multifaceted. She's a singer, a
songwriter, she works with
musicians in Nashville. Just a very interesting beautiful soul."

Life for the four was reflecting art and Fonda for one hopes the audience can
share in their
discovery - "for young people to be less afraid of getting old, that it's never
too late and you always
have a second chance. None of us are perfect but we're all good enough. We all
come to that
understanding by the end of the movie. So join a book club."

"The Cave of Forgotten Dreams..."
- Carol

"For me, Candice Bergen has the best sense of humor on the planet," says
Holderman. "I'm
not kidding. She's so sharp and quick. Her wit is so, so great. I mean, she's
Murphy Brown. It is not
just the character. It is who she is as a person. Charming. Funny."

But as for her character, Sharon, the divorced federal judge, she faces "a
different challenge.
Sharon has lost her belief in herself. Her obstacle is her own self-worth. She's
a victim of what
society says: Women at her age are no longer relevant, no longer have sex
appeal, should no longer
be in physical relationships. She's shut that off and focused on her career,
being a very successful,
powerful federal judge. She has to overcome the obstacles in her belief that she
is worthy, can put
herself back out there, that someone will fall in love with her and enjoy her
company and she'll
enjoy his. It's a real challenge for people of all ages to believe they are
worth someone else's time
and love."

Adding insult to injury her 67-year-old ex-husband Tom (Ed Begley, Jr.) is
engaged to a
younger woman less than half her age who he met on a dating website.

"I was thrilled that they offered that character (Sharon) to me," says Bergen.
"I mean she's a
federal judge, intelligent, this voice of authority, has a sense of humor, the
soul of discipline and
truthfulness. So she does everything by the book. She's just a standup broad.
Granted she's lived
alone for hundreds of years! She was married for a long time to this nebbish-y
guy. She divorced
him and now he's with a 12-year-old. She starts to think 'Maybe I should see
men. Maybe I shouldn't
be living in this tiny desert of an apartment. She feels her life is complete.
She has a cat. She's at the
top of her career and doesn't feel her life is wanting.

"Fifty Shades of Grey opens Sharon's life with a big flash. She ventures into
the world of online
dating. She gets caught by her assistant because she goes online in her
chambers. It doesn't go well
at first. Richard Dreyfus (George) sort of washes up. He's fun, honest, has a
sense of humor,
intelligent and he's a tax attorney. Okay, so she's more realistic this time
around.

"For me personally - online dating? I cannot imagine such a thing. It is sort of
the currency
today - what people in all walks of life, all incomes, all backgrounds do so who
am I to say?"

When she ventures into that world she is also introduced to Spanx and
re-introduced to
make-out sessions in the backseat of a car. "Richard Dreyfuss is a fantastic
actor," says Bergen. "He
has that kind of feral presence, an insane confidence, full of life and humor.
Let's just say he's not
afraid to go anywhere!"

When Bergen was given the script and found out Fonda and Keaton were onboard, "I
said,
'Hey, I'm in.' Jane's character and my character went to Stanford together, so
we were longtime
friends. But I think the book club gives a real foundation for a friendship -
the meetings, reading
and sharing. You know each of us worked two weeks on this movie and one of those
two weeks was
the four of us working together. It was a privilege, truly a joy and really
fast! For Bill Holderman, our
director, this was his first movie and he really pulled it off. Who knew? So
good for him.

"What I loved is that this film had an honesty to it, the caring in their
friendship. For a
woman, really, women friends are key to a life well-lived and a life of support.
Its touching and its
funny. Its saying it doesn't matter if your 50 or 60 or 70 or older, life isn't
over. New things start. It's
about renewal.

"They all find connections with men and through it all the women are there for
each other
and that gets you through the night," she says. "It's also inspiring because
these are women who
have navigated their way through what most women have had to deal with in their
lives. And they've
found a way through it. They've reinvented themselves. They've reinvented their
marriage. It's not
over until its really over. That's the takeaway."

"You put Viagra... in my beer!"
- Bruce

"Carol (Mary Steenburgen) and Bruce (Craig T. Nelson) are at a crossroads," says
Holderman. "Of the four women, Carol is the only one who is in a successful
marriage. For Carol,
the issue is about expressing her own desires. Whatever you think of the Fifty
Shades series, it hit on
the zeitgeist of a certain sort of desire and rawness to peoples' sexuality.
Part of what the book does
and part of what Carol learns is to ask for what she wants.

"I had worked with Mary before on A Walk in the Woods. She is so lovely and
sweet that you
question it. So genuine," he describes. "She's from Arkansas and she has this
relentless kindness and
you can feel it. This is what humanity should be. The thing I loved most about
Mary in this process
was her working on the dance" - it would prove a critical juncture for her
character Carol in the
film. Steenburgen had previously done a movie where she tapped dance and sent
Holderman a clip.
She worked with a choreographer creating the dance and invited Holderman to
rehearsals. "For the
movie [that number] is super important," Holderman notes. "This woman Carol is
going to go on
stage, lay her fears aside and do this dance alone. She does it with a smile and
grace. It is beautiful...
one of my favorite moments in the film."

The dance proves a turning point in her marriage. Then again, so does the
Viagra.

"Carol is the nurturer of the group, the truth teller, brave unafraid to do
things that should
frighten her," characterizes Steenburgen. "She's had a really good marriage and
a really good family
but her marriage is in a place where it feels as though her husband is rejecting
her, going through his
own dark night of the soul. It's the second time Craig, who I love, has been my
film husband. Carol
is needing her friends. It's a moment in time where each of us need other. One
of the messages in
the film is that there isn't this moment where you're cooked as if you're
waiting to be wise at a
certain age, or you're above it all in some way, or there's nothing left to
learn, or you're not able to
get your heart broken, or whatever it is you think it is that makes you cooked
at a certain age. We're
here to prove that's not true. We're still hungry.

"That's a really good message for young people because if we treat people as
though they're
insignificant or it's over or there's nothing left to say or there's no
surprises left, why should anyone
live another day? Let's be honest. What you hope for is that you'll be this age
and then what you
really hope for is that when you are this age, you have love and you have
friendship and you have
the full range of crazy that is within your being."

The book club, she concedes, "is just this thinly veiled excuse to drink wine
and talk... a lot
of talk about men, life and a lot of truth telling and things that are told that
only a friend can tell you.
It's not a bitchy friendship. Jane's character brings the book, Fifty Shades of
Grey to our club. We've
probably read much more 'highbrow books' but it causes each of us to ask,
'Where's that part of me
that's sexual? Where's that part of me that wants love? Where's that part of me
that wants romance?
What's happening with that part of me?' It creates havoc in all of our lives. In
mine, it illuminates
the fact that my husband and I are just two ships in the night - and definitely
that in the bedroom."

And that's when Vivian pays forward her version of support: Viagra. "I'm not
advocating this. I
don't think Carol meant for it to be quite as extreme," notes Steenburgen.
"Don't take two. I
apologize for Carol."

Like Holderman, Steenburgen loves that her character fights her fear, gets up on
stage and
dances. "She knows she's not the best one or even the 10th best one at the
talent show. It's a part of
her that loves to dance and nothing and no one is going to stop her from doing
it."

Steenburgen had never worked with Keaton or Fonda before and only a bit with
Bergen. "I
came into it with a great deal of excitement about working with these women. I'm
65. I made my
first movie when I was 24. So, I've done this for a long time. And I still have
tons to learn. The fact
that we had four women over the age of 65, that's lightning in a bottle. That
never happens. It was
not just any four women, it was these four women that truly cared and came to
play and came to
appreciate it and knew how lucky we were. I'm pretty sure you can see me falling
in love with all
three of them," she says. "They are funny and brilliant and honest. We all sat
in a garage of the
house that's supposed to be my house in the film, which by the way is also
supposed to be Candice's
house. That was our green room. Those conversations were precious because when
we went back in
and did scenes together, something had happened to us. You could feel the
friendship. Maybe it
wasn't decades old, but it was real. Since the movie wrapped, there's texts
exchanged, dinners,
sending each other little gifts and of course books. I felt like I stumbled into
a gold mine."

Apparently so did Nelson. He's been romantically hitched to three of the four
stars in the
film - with Steenburgen in The Proposal, Keaton in The Family Stone and Fonda in
Grace and Frankie.
While he loved the role of Bruce, Nelson says "I think the film will make
audiences think about
ageism. Ageism is a huge, a huge problem. And now that I'm older, I recognize my
old ways of
discrimination in that regard. Amazing what you find out after you have lived a
few years."

Taking a crazy chance by a first time director and first time writer to make a
movie about
women played by legends - determined to say yes to life renewed when society
screams no -
eclipsed that "What if" Mother's Day idea Simms posed to Holderman years ago to
a joyful climax
neither could have anticipated.

"The log line of this film is four women in their 60s reading Fifty Shades of
Grey. It leads them
to question where they are in their lives. It opens up a conversation between
them that leads to
significant changes," reflects Simms. "The movie was really borne out of a
conversation of knowing
different women in that age range and how different they could be. Bill and I
knew some women
that were operating as if they were as vibrant and amazing as they've always
been and we knew some
women who were sort of reaching an age and just shutting down, allowing that to
be their reality. I
just don't think that's the way that it should be. I get that life can be hard.
We all are a product of the
things that happen to us.

"I think getting older is beautiful. We shouldn't be looking back, trying to be
younger. You
look at younger people now and you think 'You're going to be old one day. We are
all going in the
same direction.' Why not be your best self all the time?

"You look at Diane Keaton, Jane Fonda, Candice Bergen and Mary Steenburgen. Of
course
they are stars and super successful. But they are also living their lives to the
fullest, accepting of who
they are in the world. Wouldn't it be nice to have more regular people - the
rest of us - feel that way
too?"